Wander Terms of Use
Terms and Conditions
Effective Date: October 28, 2021
1. Introduction
2. The Wander Service
3. Your Wander Account
4. License and Acceptable Use
5. Content and Intellectual Property Rights
6. Problems and Disputes
7. About these Terms
1. INTRODUCTION
Welcome to Wander!
We operate a suite of products and services that assist in the building, distributing, and editing interactive maps for various use applications. In this Agreement, the term (“Services”) is used to refer to your use of our websites, web and mobile applications, and our other services and tools, registering for an account, and any other services and tools now known or later developed by us. The term "Services" also includes any related support services, new features, release of new features.
Service Provider
We hope you will carefully read through these Terms and Conditions (“Agreement”), because it is a binding agreement between you and Wander App Inc. (“Wander,” “Company,” “We,” “Us,” “Our”), which owns and offers the Services pursuant to this Agreement. This Agreement is effective when you sign up or otherwise use the Services or access any content or material that is made available by us through the Services (“Content”). Some Content may be provided by our clients and map publishers ("Publishers"). The Publishers may, from time to time, upload new or updated Content to the Services, solely in the Publishers' discretion.
This Agreement incorporates our Privacy Policy. You acknowledge that you have read and understood the Privacy Policy and this Agreement and agree to be bound by it. If you don’t agree with (or cannot comply with) the Privacy Policy or this Agreement, then you may not use the Services or consume any Content. You will also be required to accept these terms when you sign into the Services.
Age and Eligibility Requirements
IF YOU WISH TO USE THE SERVICES, YOU MUST BE AT LEAST 18 YEARS OLD (OR THE AGE OF MAJORITY IN YOUR STATE, PROVINCE, OR COUNTRY) OR BE AT LEAST 13 AND HAVE A PARENT'S, LEGAL GUARDIAN'S, OR OTHER CAREGIVER'S CONSENT. You agree to keep the information you provide to us current at all times. Company reserves the right at any time to change or discontinue the Services with or without notice. You agree that Company is not liable to you or to any third party for any modification, suspension, or discontinuance of any of the Services.
2. THE WANDER SERVICE
Registration
You may sign up for Services using our online registration form (“Registration Form”). The Registration Form is incorporated into this Agreement, and you agree to its provisions as if it were fully set forth herein. To the extent any provision of a duly executed Registration Form accepted by us conflicts with the provisions of this Agreement, the provisions of the Registration Form prevail.
If you have a separate agreement with us, the terms of that separate agreement control regarding any conflict with the provisions herein.
Parents and guardians of children who use the Services are responsible for payment, if applicable, and to ensure that their children who use the Services comply with the provisions of this Agreement. When this Agreement uses the word “You,” it refers to both the parent, guardian, or other caregiver authorizing the use of the Services and the child or other individual using the Services.
Your Device
You may access the Services via a mobile phone or other mobile device. You acknowledge that your mobile carrier's standard charges and data rates apply to any access to the Services from any mobile device. Further, your access to the Services may be limited by your mobile carrier's terms and policies or by your mobile device's settings, software, and hardware. We are not responsible to provide the Services to you based on your mobile carrier's or mobile devices requirements or limitations.
3. YOUR WANDER ACCOUNT
Creating a Wander Account
When you engage with the Services you will be prompted to create an account with us to help us better facilitate our provision of the Services to you. Registration may be required based on your relationship with us to use our Services.
You are responsible for maintaining the confidentiality of any account information, including your login and password, and for restricting access to your computer and mobile device, and you agree to accept responsibility for all activities that occur under your account or password. Company reserves the right to refuse service, terminate accounts, and remove or edit content in its sole discretion. You are also solely responsible for the accuracy and currency of the data entered into the Services under your account.
Third-Party Service
We may offer you the ability to sign up for and login to your account using a third-party service (i.e. Facebook, Google, Apple). When you use any third-party service to sign up for and login to your account, you acknowledge that we may receive information about you from such third-party service. Your use of any third-party service to sign up for and login to your account is governed by the terms of use and privacy policy of said third party.
Indemnification
You agree to indemnify and hold Company harmless from and against any claim related to content, accuracy, or currency of the information you provide through the Services, including through any third-party service you use to sign up for and login to your account with us.
Payments and Cancellation
If your use of the Services includes payment, you are required to pay for said Services (“Fee”). The description of the Services and the associated Fees is set forth in a separate agreement or order form. When you sign up using a credit card or other payment method, you authorize us to make the charges disclosed to you at the time you sign up, including recurring payments, where applicable. We will charge your credit card, debit card, or other prescribed payment method.
The term of this Agreement is for one (1) year from the time you create an account with us or sign up for the Services, with renewal occurring automatically at the end of each year unless a party notifies the other not less than 30 days prior to the end of the then-current term that it intends to terminate this Agreement.
Trials
From time to time, we or others on our behalf may offer access to beta models of the Services or trials of paid subscriptions for a specified period without payment or at a reduced rate (each, a “Trial”). We reserve the right, in our absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law.
For some Trials, we will require you to provide your payment details to start the Trial. At the end of such Trials, we may automatically start to charge you the applicable fees on the first day following the end of the Trial, on a recurring monthly basis. By providing your payment details in conjunction with the Trial, you agree to this charge using such payment details. If you do not want this charge, you must cancel the applicable paid subscription through your account’s subscription page or terminate your account before the end of the Trial. If you do not want to continue to be charged on a recurring monthly basis, you must cancel the applicable paid subscription through your account’s subscription page or terminate your account before the end of the recurring monthly period.
Paid subscriptions cannot be terminated before the end of the period for which you have already paid, and except as expressly provided in this Agreement, we will not refund any fees that you have already paid.
If the trial consists of access to a beta model, you acknowledge that the beta model has not been fully developed and may be subject to defects that would be unacceptable in a fully developed version. You agree that the license granted under a beta trial is without warranty of any nature, including the implied warranties of fitness for a particular purpose and merchantability, as well as non-infringement, and any other warranty. Beta users have no claim whatsoever against us for any reason whatsoever with respect to their use of the Services in connection with a beta trial. This provision specifically incorporates the limitation of liability section below.
4. LICENSE AND ACCEPTABLE USE
Access to the Wander Service
Company grants you, subject to this Agreement, a limited non-exclusive, non-sublicensable, non-transferable, revocable, license to use the Services. You may not download any portion of the website or use of any Services other than for your own personal use. You may not use any data mining, robots, or similar data gathering tools or otherwise exploit your access to the Services for any commercial purpose.
Wander's Proprietary Rights
You may not use any of the Company's trademarks, logos, or other proprietary graphics without express written permission, which may be denied in Company’s absolute discretion. Company’s logos, product and service names are Company's trademarks. All other trademarks appearing on the website or in connection with the Services are trademarks of their respective owners, and our reference to them does not imply or indicate any approval or endorsement by their owners unless such approval or endorsement is expressly made.
In addition to any other things that might constitute a misuse of the Services, you shall not, and shall not attempt to do the following things:
● modify, alter, tamper with, repair or otherwise create derivative works of any of the Services;
● reverse engineer, disassemble or decompile the software used to provide or access the Services, or attempt to discover or recreate the source code used to provide or access the Services, except and only to the extent that the applicable law expressly permits doing so;
● use the Services for research or benchmarking or any related endeavor with the intent of creating a competing or similar product;
● create a competing or similar product to the Products;
● use the Services in any manner or for any purpose other than as expressly permitted by this Agreement, the Privacy Policy, or any other policy, instruction or terms applicable to the Services;
● trespass, or in any manner attempt to gain or gain access to any property or location where you do not have a right or permission to be (“Private Property”).
You acknowledge that Company and Publishers do not have and affirmatively disclaim any obligation or ability to provide you with complete and accurate information regarding the whereabouts of Private Property you may encounter when using the Services.
Regardless of whether Company or Publishers designate any content with a warning regarding its proximity to Private Property, you are solely responsible for obtaining all required permissions to approach or enter Private Property in connection with your use of the Services;
● sell, lend, rent, resell, lease, sublicense, or otherwise transfer any of the rights granted to you with respect to the Services to any third party;
● remove, obscure or alter any proprietary rights notice pertaining to the Services;
● use the Services to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) advertise or promote a commercial product or service that is not available through Company; (iv) store or transmit inappropriate content, such as content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (v) store or transmit any content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (vi) abuse, harass, stalk or otherwise violate the legal rights of a third party;
● interfere with or disrupt servers or networks used by Company to provide the Services or used by other users to access the Services, or violate any third-party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any of the Services;
● access or attempt to access Company’s other accounts, computer systems or networks not covered by this Agreement, through password mining or any other means;
● cause, in Company’s sole discretion, inordinate burden on the Services or Company’s system resources or capacity; or
● share passwords or other access information or devices or otherwise authorized any third party to access or use the Services.
Communications
When you use the Services, including creating an account with us, or sending emails to us, you are communicating with us electronically, and you consent to receive communications from us electronically. We will communicate with you by email, by text message (SMS or MMS, if applicable), or by posting notices on our website. We may also request to send you push notifications regarding your account or certain features of our Services. If you wish to opt-out from receiving push notifications, you may do so through your device's settings. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Received Materials
If you send us any comments, feedback, materials, or letters including, without limitation, questions, comments, suggestions, criticisms or the like (“Received Materials”), those Received Materials may be deemed by us to be non-confidential and free of any claims of proprietary or personal rights. Company shall have no obligation of any kind with respect to such Received Materials, and Company will be free to reproduce, use, disclose, exhibit, display, transform, edit, abridge, create derivative works from and distribute the Received Materials without limitation or restriction. Furthermore, Company is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Company for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing our Services using such information or ideas, without compensation or any other obligations to anyone, including you.
Third-Party Applications
The Services might be integrated with third-party applications, websites, and services (“Third-Party Applications”) to make available content, products, and services to you. These Third-Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third-Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that we do not endorse and are not responsible or liable for the behavior, features, or content of any Third-Party Application or for any transaction you may enter into with the provider of any such Third-Party Applications.
5. CONTENT AND INTELLECTUAL
PROPERTY RIGHTS
User-Generated Content
You may post, upload, and contribute (“post”) content to the Services (which may include, for example, pictures, text, information, messages, compilations, reviews, tips, and/or other types of content) (“User Content”). For the avoidance of doubt, “User Content” includes any such content posted to any support community we may establish, as well as to any other part of the Services.
You promise that, with respect to any User Content you post, (1) you have the right to post such User Content, and (2) such User Content, or its use by Company as contemplated by the Agreement, does not violate the Agreement, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by Company or any entity or individual without express written consent from such individual or entity.
We may, but we have no obligation to, monitor, review, or edit User Content. In all cases, we reserve the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in our sole discretion, violates the Agreement. We may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.
You are solely responsible for all User Content that you post. We are not responsible for User Content, nor do we endorse any opinion contained in any User Content.
You agree that if anyone brings a claim against us related to User Content that you post, then, to the extent permissible under local law, you will defend, indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to such claim.
Your License to Us
In consideration for the rights granted to you under this Agreement, you grant us the right (1) to provide advertising and other information to you, and (2) to allow our business partners to do the same. In any part of the Services, the Content you view, including its selection and placement, may be influenced by commercial considerations, including agreements with third parties. Some Content licensed, provided to, or otherwise made available by us may contain advertising as part of the Content.
You grant us a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, and fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Services through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive any "moral rights" (or the equivalent under applicable law) such as your right to be identified as the author of any User Content.
Links
Company may provide links to other websites, applications or resources. Because we have no control over such sites, applications, or resources, you acknowledge and agree that Company is not responsible for the availability or content of such external sites, applications, or resources. You may create a link to our website or mobile application so long as the link does not portray Company or its products or services in a false, misleading, derogatory, or otherwise offensive manner. You may not use any of Company's logos, trademarks, or other proprietary graphics as part of your link.
Copyright and Title
The Services and all copyrights, trade secrets and other proprietary rights related to the Services, including any derivative work, are, and will remain the sole property of the Company, regardless of the use made by you; and are protected by certain United States and international copyright laws and trademark laws. The Services are licensed, not sold, to you. Neither this Agreement nor the use of the Services confers any title of ownership in the Services and are not a sale of any rights in the Services, including any intellectual property rights related thereto.
6. PROBLEMS AND DISPUTES
Third-Party Rights
Other than as set out in this section, this Agreement is not intended to grant rights to anyone except you and Company, and in no event shall the Agreement create any third-party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of this Agreement are not subject to the consent of any other person. Notwithstanding the foregoing, Publishers are third-party beneficiaries of the rights associated with the Limitations of Liability below and any other provisions in which Publishers are specifically referenced.
Warranty
Company warrants that the Services and all elements thereof do not infringe the intellectual property rights of any third party and agrees to hold you harmless and indemnify you with respect to any final judgment obtained by a third party based on a claim that the Services infringe on the intellectual property rights of such third party.
Disclaimer of Warranty
Except as expressly set forth in this Agreement, the Services are provided “as is” and “as available” without warranty of any kind, oral, written, statutory, express or implied, including, but not limited to, warranties of performance or merchantability or fitness for a particular purpose. Company does not warrant or guarantee the availability, accuracy, or truthfulness of any information provided by or with respect to the Services or products.
Without limiting the foregoing, the Company does not warrant that all errors can be corrected, or that operation of the website and mobile application shall be uninterrupted or error-free. Because some jurisdictions may not allow the exclusion of implied warranties, such limitation may not apply in its entirety to you. Any warranties made in this Agreement are for your benefit only.
Limitation of Liability
In no event will Company, its suppliers, shareholders, officers, employees or agents be liable for any lost profits, indirect, incidental, special, punitive or consequential damages, including damages arising out of this Agreement or the use of or reliance upon the Services, even if it has been advised of the possibility of such damages. Under no circumstances will Company’s total liability of any kind arising out of or related to this Agreement and use of the Services, regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the amount paid by you for the six-month period before the claim arose, or a maximum of $100.00, whichever is more.
The parties agree that this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy.
Further, your use of the Services may carry a risk of injury, death, damage to property, and other potential danger. Neither Company, nor any publisher, will be liable for any personal injury, death, disfigurement, disease, damage to personal property, damage to third-party property, or other result of your use of the Services to navigate (through turn-by-turn direction, use of a map, online or offline, or otherwise) any site or location referenced through the Services.
The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties. Because some jurisdictions may not allow the exclusion or limitation of consequential or incidental damages, such limitations may not apply.
Service Limitations and Modifications
Company will make reasonable efforts to keep the Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions.To the extent permissible under applicable law, we reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Services or any function or feature thereof.
You understand and agree that the Company has no obligation to maintain, support, upgrade, or update the Services, or to provide all or any specific content through the Services. Further, Publishers are not responsible (except as otherwise obligated by agreement with us) to update or provide any new Content to the Services. Company and the owners of any Content (including Publishers) may, from time to time, remove any such Content without notice to the extent permitted by applicable law.
Termination; Survival
This Agreement will continue to apply to you until it expires by its terms or is terminated by either you or Company. However, you acknowledge and agree that the perpetual license granted by you in relation to User Content is irrevocable and will therefore continue after expiration or termination of any of this Agreement for any reason. We may terminate this Agreement or suspend your access to the Services at any time, including in the event of your actual or suspected unauthorized use of the Services and/or Content, or non-compliance with this Agreement. You may terminate this Agreement at any time.
Any sections of this Agreement that, either explicitly or by their nature, appear to be reasonably intended to remain in effect even after termination of the Agreements, shall survive termination.
Governing Law and Jurisdiction
The Services are operated by the Company from its offices in Utah in the United States. The validity, construction, and performance of this Agreement is governed by and construed in accordance with the laws of the State of Utah, without reference to choice of law principles. You expressly agree that exclusive jurisdiction for any claim or dispute with Company, this Agreement, or relating in any way to your use of the Services, including your purchase of any Products, resides in the federal and state courts located in Salt Lake County, Utah, and you submit to and consent to jurisdiction and venue in said courts. You agree to waive any defense pertaining to jurisdiction and venue. In the event any provision hereof shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement remain in full force and effect.
Attorney Fees
In case of an action to enforce any rights or conditions of this Agreement, or appeal from said proceeding, it is mutually agreed that the losing party in such suit, action, proceeding or appeal shall pay the prevailing party’s reasonable attorney fees and costs incurred.
7. ABOUT THESE TERMS
Entire Agreement
This Agreement is a binding contract and, inclusive of any Registration Form and our Privacy Policy, constitutes the entire agreement and understanding of the parties, whether oral or written, relating to the subject matter hereof; are intended as the parties’ final expression and complete and exclusive statement of the terms hereof, superseding all prior or contemporaneous agreements, representations, communications, and understandings, whether written or oral; and may be amended or modified as provided herein.
Changes to this Agreement; Assignment
At certain times, we may in our discretion need to revise this Agreement. If we do, we will notify you by posting notices on the website or by emailing you, as appropriate in the circumstances. If you continue using the Services after the effective date of the changes, you will be deemed to have accepted the revisions. If you do not agree to the revisions, you may terminate this Agreement by notifying us via email at info@wandermaps.com. Any other changes to this Agreement must be in writing signed by both parties. Company may assign this Agreement to any other company, person, or entity at any time.
Non-Waiver
No waiver of any provision of this Agreement constitutes a waiver of any other provision, whether or not similar, nor does any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement does not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision.
Severability; Binding Effect
If any provision of this Agreement is invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this Agreement are not impaired. This Agreement is binding on and ensures to the benefit of the parties and their permitted heirs, personal representatives, successors, and assigns.
Force Majeure
Company will not be liable for or be in breach of or default under this Agreement on account of any delay or failure to perform as required by this Agreement because of any cause or condition beyond Company’s reasonable control.
Defense and Indemnification
In addition to the other provisions of this Agreement, you agree to defend the Company from any actual or threatened third party claim arising out of or related to your use of the Services, your failure to comply with any of the provisions of applicable law, and your breach of any of the provisions of this Agreement. In addition, you agree to indemnify, defend, and hold harmless Company from and against: (a) all damages, costs, and attorney fees finally awarded against Company in any proceeding under this section; (b) all out-of-pocket costs (including reasonable attorney fees) reasonably incurred by Company in connection with the defense of such proceeding (other than when you have accepted defense of such claim); and (c) if any proceeding arising under this section is settled, any amounts to any third party agreed to by you in settlement of any such claims.
Privacy and Security
Company strives to comply with all applicable data protection and privacy laws, including the provisions of the General Data Protection Regulation (“GDPR”) made effective in the EU on May 25, 2018, the California Consumer Privacy Act of 2018 ("CCPA"), and the California Privacy Rights Act ("CPRA"), recently enacted and parts of which take effect on January 1, 2022. We are committed to protecting the security of your personal information, and we take commercially reasonable technical and organizational measures that are designed to that end.
Our Privacy Policy outlines our procedures and your rights related to your information. Your acceptance of this Agreement also indicates your acceptance of our Privacy Policy. Further, you agree that you or other authorized users will:
A. Never access, process, transfer, view, use, or store any Data (as defined in our Privacy Policy) of any third party without express authorization, and then only for purposes directly related to fulfilling your contractual obligations under your agreement with any third party (“Data Secrecy”).
B. Keep all Data strictly confidential and disclose Data only on a strict need-to-know basis to authorized users only as required for fulfilling an individual’s contractual obligations (“Confidentiality”); however, you agree that you shall not disclose or otherwise make accessible Data under any circumstances to anyone who has not been obliged to Data Secrecy and Confidentiality.
C. Ensure that your obligations of Data Secrecy and Confidentiality are observed forever, both during and after the expiration or termination of any agreement with us or any contractual relationship you may have with another party.
D. Upon our request, provide Company with satisfactory evidence that you have complied with your obligations of Data Secrecy and Confidentiality as set forth in this Agreement.